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NOTE 4 – ACQUISITIONS | 9 Months Ended | 12 Months Ended
--- | --- | ---
Sep. 30, 2022 | Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract] |  |
NOTE 4 – ACQUISITIONS | NOTE 4 – ACQUISITIONS On May 13, 2022, we entered into a Company Acquisition Agreement (Purchase Agreement) with US Acquisitions, LLC, a California limited liability company (Seller) concerning the contemplated sale by Seller and the purchase by us of 51% of the membership interests Seller held in Whisl, a Texas limited liability company. Whisl provides local US termination for Voice through its FCC license of VoIP Service number 832742; and is in the process to obtain a C-Lec FCC License over next 12 months. Whisl is one of the premier Intermediate Voice Providers in the USA. It has been a carrier since 2017 with billions of minutes traversing its network and provides its customers with multiple levels of Redundancy, Diversity, and Disaster Recovery for their applications and ability to make changes to underlying carrier configuration in real time. Whisl offers a single carrier solution for Voice Global services, and its customers benefit from hundreds of interconnection agreements that the company has cultivated since its inception. Pursuant to the Purchase Agreement, the closing of the purchase of the 51% membership interests was $1,800,000, which consisted of $1,250,000 in cash and $550,000 in our restricted common stock to Seller, which amounts to 1,461,653 shares of common stock. On June 1, 2022, we entered into a Purchase Agreement for the purchase of 51% of the membership interests in Smartbiz, a Florida Corporation which provides telecommunication services, dedicated to VoIP business for wholesale and retail markets. The purchase price for the acquisition was $1,800,000, which consisted of $800,000 in cash and $1,000,000 in our common stock to the seller, which amounts to 2,850,330 shares of common stock. Smartbiz and Whisl have been included in our consolidated results of operations since the acquisition dates. The following table summarizes the fair value of the consideration paid by the Company: Whisl
|  | May 13,
Fair Value of Consideration: |  | 2022
Cash |  | $ | 1,000,000 |
Payable to seller |  |  | 250,000 |
1,461,653 shares of common stock |  |  | 550,000 |
Total Purchase Price |  | $ | 1,800,000 |
Smartbiz
|  | June 1,
Fair Value of Consideration: |  | 2022
Cash |  |  | $ | 725,000 |
Payable to seller |  |  |  | 75,000 |
2,850,330 shares of common stock |  |  |  | 1,000,000 |
Total Purchase Price |  |  | $ | 1,800,000 |
The following table summarizes the identifiable assets acquired and liabilities assumed upon acquisition of Smartbiz and Whisl and the calculation of goodwill: Whisl
Total purchase price |  | $ | 1,800,000 |
Cash |  |  | 141,113 |
Accounts receivable |  |  | 109,762 |
Total identifiable assets |  |  | 250,875 |
Accounts payable |  |  | (241,426 | )
Other current liabilities |  |  | (2,075 | )
Total liabilities assumed |  |  | (243,501 | )
Net assets |  |  | 7,374 |
Non-controlling interest |  |  | 3,613 |
Total net assets |  |  | 3,761 |
Goodwill |  | $ | 1,796,239 |
Smartbiz
Total purchase price |  | $ | 1,800,000 |
Cash |  |  | 19,755 |
Accounts receivable |  |  | 789,515 |
Total identifiable assets |  |  | 809,270 |
Accounts payable |  |  | (807,265 | )
Other current liabilities |  |  | (76,839 | )
Total liabilities assumed |  |  | (884,104 | )
Net assets |  |  | (74,834 | )
Non-controlling interest |  |  | (36,669 | )
Total net assets |  |  | (38,165 | )
Goodwill |  | $ | 1,838,165 |
Unaudited combined proforma results of operations for the nine months ended September 30, 2022 and 2021 as though the Company acquired Smartbiz and Whisl on January 1, 2021, are set forth below:
|  | Nine Months Ended
|  | September 30,
|  | 2022 |  | 2021
Revenues |  | $ | 69,165,130 |  |  | $ | 59,028,492 |
Cost of revenues |  |  | 66,683,557 |  |  |  | 56,430,726 |
Gross profit |  |  | 2,481,573 |  |  |  | 2,597,766 |
Operating expenses |  |  | 4,322,526 |  |  |  | 4,724,857 |
Operating loss |  |  | (1,840,953 | ) |  |  | (2,127,091 | )
Other expense |  |  | (38,073 | ) |  |  | (820,593 | )
Net Loss |  | $ | (1,879,026 | ) |  | $ | (2,947,684 | )
| NOTE 4 - ACQUISITION IoT Labs On April 15, 2020, we entered into a Company Acquisition Agreement (the “Agreement”) with Francisco Bunt regarding the acquisition of 51% of the shares in IoT Labs, whose principal business activity is the sale of Short Messages (SMS) between USA and Mexico, for $180,000. The following table summarizes the identifiable assets acquired and liabilities assumed upon acquisition of IoT Labs and the calculation of goodwill:
Total purchase price |  | $ | 180,000 |
Cash |  |  | 135,781 |
Other current assets |  |  | 953 |
Property and equipment |  |  | 34,075 |
Intangible asset |  |  | 21,875 |
Total identifiable assets |  |  | 192,684 |
Accounts payable |  |  | (100 | )
Total liabilities assumed |  |  | (100 | )
Net assets |  |  | 192,584 |
Non-controlling interest |  |  | 94,366 |
Total net assets |  |  | 98,218 |
Goodwill |  | $ | 81,782 |
Unaudited combined proforma results of operations for the year ended December 31, 2020 as though the Company acquired IoT Labs on January 1, 2020, are set forth below:
|  | December 31,
|  | 2020
Revenues |  | $ | 55,784,168 |
Cost of revenues |  |  | 54,631,017 |
Gross profit |  |  | 1,153,151 |
Operating expenses |  |  | 4,224,903 |
Operating loss |  |  | (3,071,752 | )
Other expense |  |  | (3,487,315 | )
Net Loss |  | $ | (6,559,067 | )

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- Definition Tabular disclosure of transactions that are recognized separately from the acquisition of assets and assumptions of liabilities in the business combination. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (e) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
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